A notary is required to establish a foreign-owned PT PMA in Indonesia. The notary prepares and authenticates the company’s incorporation deed and submits the incorporation application that gives the company legal-entity status.
How Does the Notary Establish a PT PMA?
The notary prepares the Deed of Establishment based on the company’s ownership, capital, business activities, and management structure. The Articles of Association form part of the deed and set out the company’s main corporate rules.
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After the deed is signed, the notary submits the incorporation application electronically through the Ministry of Law’s Legal Entity Administration System (SABH). The PT PMA obtains legal-entity status when the Ministry of Law issues its incorporation approval.
What Information Does the Notary Need?
The notary generally needs the company name, shareholders and shareholding percentages, paid-up capital, registered address, business activities, and proposed directors and commissioners.
The company’s business activities should match the appropriate KBLI classifications.
The company must also have an appropriate registered address. The directors and commissioners must also be chosen before the incorporation documents are finalized.
What Documents Do Foreign Shareholders Need?
The documents depend on whether the shareholder is an individual or a foreign company.
Foreign individual shareholders generally need identification documents and the personal information required for the incorporation filing.
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Where the shareholder is a foreign company, documents may be required to confirm the company’s existence, ownership or management information, and the authority of the person signing on its behalf.
Depending on the document and the country where it was issued, foreign documents may need to be apostilled or otherwise authenticated and translated into Indonesian before they can be used for incorporation.
Does the Notary Obtain the NIB and Business Licenses?
The notary prepares and files the corporate deed and incorporation application. After incorporation, the Business Identification Number (NIB) and subsequent business licensing are handled through the Online Single Submission (OSS) system.
A notary or corporate services provider may assist with these later filings, but Ministry of Law incorporation approval does not by itself allow the company to begin every planned business activity. Depending on the KBLI, the company may need additional licenses, certificates, or approvals before operating.
When Is a Notary Needed After Incorporation?
Depending on the corporate action, a notary may be required for amendments to the Articles of Association, changes to capital or shareholding, and certain changes to directors, commissioners, or other company data.
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Some changes require Ministry of Law approval, while others must be reported through the Ministry’s corporate administration system. The required process depends on the change being made.
What Does a Notary Not Decide?
A notary’s role does not replace an assessment of foreign ownership restrictions, KBLI selection, sector-specific licensing, or tax requirements. These issues may need to be resolved before the incorporation documents are finalized.
Register Your Company With MAP Resources Indonesia
MAP Resources Indonesia assists foreign investors with PT PMA establishment, KBLI selection, notarial coordination, OSS registration, and business licensing. Contact us at info@mapresourcesindonesia.com for support.
